TCR_Public/990608.MBX        T R O U B L E D   C O M P A N Y   R E P O R T E R
             Tuesday, June 8, 1999, Vol. 3, No. 109


AAMES FINANCIAL: Net Loss For Qtr. Reflects Accounting Method Change
AMERICAN RICE: Seeks To Estimate Claims of ERLY at Zero
ANCHOR RESOLUTION: Seeks Approval of Purchase and Sale Agreement
BONNEVILLE PACIFIC: The Question Being Pondered, To Be Or Not To Be?
BOSTON CHICKEN: Amendments To DIP Order

COMMERCIAL FINANCIAL: Seeks Approval of Bidding Procedures
CROWN PACKAGING: Questions Dual Filing in US and Canada
EDISON BROS: Taps Brown & James To Handle Litigation
ELECTRO-CATHETER: Order Authorizes Retention of Counsel
ERNST HOME CENTER: Approval of Disclosure Statement

ERNST HOME CENTER: Disclosure Statement and Plan Summary
FIDELITY BANCORP: Loan Originations Way Up, Improved Results
FITZGERALDS GAMING: Final Acts Remain In Sale of Nevada Clubs
GARDEN BOTANIKA: Continues Liquidations and Closings
GARDEN BOTANIKA: Company Says it Will Emerge By or Before 2001

HIGHWAYMASTER: Settlement Agreements Enhance Revenue Figures
HOMEPLACE: Court Confirms Plan
IONICA PLC: Seeks Approval of Cross Border Protocol
LAURA ASHLEY: Shareholders Back Plan
LOEWEN GROUP: Prepaid Plans are Safe

LOEWEN GROUP: Taps Jones Day as Lead Counsel
MCA FINANCIAL: Assets Auctioned
MEDPARTNERS: Deadline Extended for Agreement
ONEITA INDUSTRIES: Seeks Extension Of Time To Assume/Reject Leases

PARAGON TRADE: Seeks Eighth Extension of Exclusivity
PHILIP SERVICES: To File Prepack in US and Canada
PHP HEALTHCARE: Seeks Order Establishing Bidding Procedures
PROCTER & GAMBLE: Cutting Thousands of Jobs, Closing Offices

READING CHINA: Seeks To Pay Severance and Stay Bonuses
RENAISSANCE COSMETICS: Files Chapter 11 Bankruptcy
RUSSELL CAVE: Committee Objects To Extension
SOUTHERN PACIFIC: Renewal of Motion For Examiner
STEEL HEDDLE: Net Sales Down 3.8%, Net Loss Vs. Gain Last Year

TRANSTEXAS GAS: Seeks Authority To Pay Pre-Petition Royalties
UNITED COMPANIES: Seeks Extension of Exclusivity
UNITED COMPANIES: Seeks Time To File Financial Statements
UNITED HEALTHCARE: Annual Election of Directors Under Consideration
VENCOR: Further Interim Arrangements With Ventas

WIRELESS ONE: Seeks Order Extending Exclusivity
WORLDWIDE DIRECT: Bar Date Set For July 16
ZENITH ELECTRONICS: First Qtr. Losses & April Brought More Problems

Meetings, Conferences and Seminars


AAMES FINANCIAL: Net Loss For Qtr. Reflects Accounting Method Change
Aames Financial Corp. is a consumer finance company primarily
engaged, through its subsidiaries, in the business of originating,
purchasing, selling, and servicing home equity mortgage loans
secured by single family residences. Upon its formation in 1991, the
company acquired Aames Home Loan, a home equity lender founded in
1954. In August 1996, the company acquired One Stop Mortgage, Inc.
which originates mortgage loans primarily through a broker network.

In March 1998, Aames augmented its retail production by establishing
One Stop Retail Direct. Unlike the company's traditional retail
network, which uses a centralized marketing approach, Retail Direct
uses a decentralized marketing approach at the branch level. The
company is in the process of consolidating its loan production
channels into one company. Subject to receiving the necessary
licenses and regulatory approvals, the retail direct and broker
production channels will also operate under the name "Aames Home

Aames' principal market is borrowers whose financing needs are not
being met by traditional mortgage lenders for a variety of reasons,
including the need for specialized loan products or credit histories
that may limit such borrowers' access to credit. The residential
mortgage loans originated and purchased by the company, which
include fixed and adjustable rate loans, are generally used by
borrowers to consolidate indebtedness or to finance other consumer
needs rather than to purchase homes.

During the three and nine months ended March 31, 1999, Aames
originated and purchased $401.7 million and $1.68 billion,
respectively, of mortgage loans. Aames underwrites and appraises
every loan it originates and generally reviews appraisals and re-
underwrites all loans it purchases. The review appraisals are used
to substantiate the credit grades assigned to the loans, but
generally do not replace the original appraisal for purposes
of establishing loan to value ratios.  Its commercial loan division
ceased operations in January 1999.  Aames retains the servicing on
the loans it originates or purchases and securitizes. At March 31,
1999, the company serviced 100% of its $4.05 billion servicing

In the first quarter of 1998 Aames' revenue was $59,538,000 and the
company realized a net profit of $2,018,000.  During the quarter
ended March 31, 1999, the company recorded a net loss of $36.0
million on revenues of $36,814,000. Contributing to the net loss was
$15.1 million in pre-tax operating losses and $37.0 million for a
one-time charge related to the company's servicing advances which
are recorded as accounts receivable on the company's balance sheet.
Aames says it has implemented various cost savings plans and expects
to realize the benefit from those cost savings in the future. Even
with those cost savings, until the company's loan production
increases significantly, the company will not be profitable as
long as it continues to rely solely on the whole loan market. Aames
is evaluating market and other conditions with respect to completing
a securitization during the quarter ended June 30, 1999.  However,
no assurance can be given that market conditions will not change or
other events will not occur that would preclude or inhibit the
company's attempt to complete a securitization in the June 1999

In April 1999, Aames entered into a transaction with a loan
servicing company pursuant to which the servicing company would sub-
service two of the company's securitization trusts and assume the
obligation to make future advances on the two pools. The company is
in the process of completing negotiations with the servicing company
for the sale of outstanding servicing advances related to those two
pools. Pursuant to this transaction, the company will receive
proceeds of approximately $13.3 million, representing the
outstanding advances against those two pools.

AMERICAN RICE: Seeks To Estimate Claims of ERLY at Zero
A hearing will be held on June 14, 1999 at the US Bankruptcy Court
in Corpus Christi Texas on the motion of the debtor, American Rice
Inc. ("ARI") to have heard on an emergency basis its motion
objecting to and seeking to estimate alleged claims of ERLY
Industries, Inc. at zero.

ERLY alleges a tax reimbursement claim in the amount of $11.3
million.  The debtor claims that ARI has over $24 million in claims
against ERLY based simply on the ERLY Notes and Intercompany
Account.  ARI therefore argues that it has legitimate offsets to all
ERLY claims.

ARI states that the Tax Reimbursement Claim is a contingent
indemnity claim that must be disallowed.  ERLY has not established
any theory of liability or of reimbursement or indemnity against ARI
in respect of this claim.  ARI also states that ERLY's stock claim
is meritless because ERLY has not satisfied the underlying
Bondholder claims; and that the Preference Claim is meritless
because ARI received no preferences from ERLY.

ANCHOR RESOLUTION: Seeks Approval of Purchase and Sale Agreement
The debtors, Anchor Resolution Corp., et al. seek entry of an order
approving the purchase and sale agreement between Anchor Liquidating
Trust and FWDT Inc., subject to higher or better offers and
establishing bidding procedures.

A hearing will be held on July 9. 1999 at 11:30 AM before the
Honorable Peter J. Walsh, US Bankruptcy Court, Marine Midland Plaza
824 Market Street, 6th Floor, Wilmington, Delaware.

Pursuant to the Agreement FWDT is purchasing all of the Anchor
Liquidating Trust's right, title and interest in and to a certain
38.75 acres of land with three interlocking buildings containing
358,800 square feet located in Navarro County, Texas.  The purchase
price is $675,000.  The first overbid, if any, must be in cash in an
amount not less than $25,000 higher than the purchase price offered
by FWDT.  Subsequent bids shall be in increments of at least

BONNEVILLE PACIFIC: The Question Being Pondered, To Be Or Not To Be?
From  December 5, 1991 until November 2, 1998, Bonneville Pacific
Corp. operated under the jurisdiction of the United States
Bankruptcy Court. The facts which follow compare a period during  
bankruptcy,  the first quarter of 1998, to a non-bankruptcy period,
the first quarter of 1999. The Company reported  net income of
$137,000 for the first  quarter of 1999 compared to $1,009,000 for
the first quarter of 1998. Revenues were $10,864 and $5,434

Bonneville Pacific previously announced that it had appointed CIBC
Oppenheimer as the company's financial advisor.  CIBC Oppenheimer
has been retained to assist the company in defining  strategic  and
financial alternatives  relating to its power generation operations
and its oil and natural gas activities.

CIBC Oppenheimer has developed a preliminary  analysis of the
company's operations  and  potential valuations of the company under  
a variety  of alternative strategies.  Strategies being considered
by Bonneville Pacific include, but are not necessarily limited to,
the continued operations of the company, the sale of some of the
assets or operations of the company, or the sale of the entire
company.  As part of the consideration of alternative strategies,  
CIBC Oppenheimer has begun a process to  solicit bids from  
interested  parties for some or all of the operations of the
company.  The ultimate strategy adopted by Bonneville Pacific will
be at the sole discretion  of the Board of  Directors  after the
company and CIBC Oppenheimer have evaluated the results of the
bidding process.

BOSTON CHICKEN: Amendments To DIP Order
The Debtors have requested and the agents for the Debtors' secured
lenders have agreed to, certain amendments to the DIP Order and the
DIP Credit Agreement. In support of their request, the Debtors tell
Judge Case that "the proposed amendments are necessary to continue
the business operations in a manner that will enable management to
sustain its business turnaround plan."  The Debtors believe that
"the terms of the amendment provide greater flexibility with respect
to availability of previously segregated liquidity reserves."

The Debtors tell the Court that they do not believe that any of the
proposed amendments have an adverse or negative impact on operations
or the assets of the estates and that "the Debtors do believe that
the proposed amendments are, in fact, in the best interests of the
estates and their creditors."

The Existing DIP Credit Agreement was amended to reflect the

Any prepayments made by Borrowers shall be applied as follows:  
first, to the outstanding principal balance of Revolving Credit
Advances until the same shall have been paid in full; and second,
to any L/C Obligations, to provide cash collateral therefor,
until all such L/C Obligations have been fully cash collateralized.

Upon application of any prepayment pursuant to the clause
above, The Revolving Loan Commitments shall be permanently reduced
in an amount equal to the amount of such prepayment; provided,
that with respect to the first $900,000 of such prepayments (or
such greater amount, up to a maximum of $1,000,000) that are made
after the Second Amendment Closing Date, such reduction of the
Revolving Loan Commitments shall be provisional in nature, and
shall become permanent to the extent that:

     (A) When the appraisal of the owned and leased Real Estate of
Borrowers that is currently being conducted is completed,
Administrative Agent shall charge the fees and expenses thereof,
the Appraisal Expense, to the Revolving Loan, it being acknowledged
and agreed that the Appraisal Expense is an expense that is
reimubursable which shall be paid for with the proceeds of a
Revolving Credit Advance.  Once Administrative Agent has been
billed for the Appraisal Expense, Administrative Agent shall
notify Lenders in writing of the amount thereof, and each Lender
shall, within one Business Day of such notice, make the amount of
such Lender's Pro Rata Share of a Revolving Credit Advance in the
amount of the Appraisal Expense available to Administrative Agent
in the same day funds by wire transfer to Administrative Agent's
     (B) effective upon the funding by Lenders of the amounts necessary
to pay for the Appraisal Expense, (1) the Provisional Commitment
Reduction shall become a permanent reduction of the Revolving Loan
Commitments only to the extent that the amount thereof is in excess
of the amount of the Appraisal Expense, and (2) the remaining
balance of the Provisional Commitment Reduction, in an amount equal
to the Appraisal Expense, shall be reversed and the corresponding
provisionally reduced Revolving Loan Commitments shall be
reinstated.  The net effect of the foregoing would be that the
Revolving Loan Commitments, as reduced to the reflect the
Provisional Commitment Reduction, would be adjusted upwards by an
amount equal to the amount of the Appraisal Expense.

The Availability Reserve was also modified.  

The Agreement has also been modified to reflect that all references
to Sanwa Business Credit Corporation be replaced with Fleet Business
Credit Corporation.

Judge Case has Ordered that that any party in interest objecting to
the entry of a final order on the Motion shall file a written
objection no later than June 17, 1999.  If no written objection and
request for final hearing on the Motion has been timely filed,  the
Order shall be deemed to be the final order on such date after 4:00
p.m. and shall continue on a final basis and remain in full force
and effect and constitute final authority for the extension of the
financial accommodations contemplated by this Order and the Second

If a timely objection is filed, served, and received, a final
hearing shall be held on the Motion and objections thereto on June
29, 1999, at 10:00 a.m.

COMMERCIAL FINANCIAL: Seeks Approval of Bidding Procedures
The debtors, Commercial Financial Services, Inc. and CF/SPC NGU,
Inc., seek entry of an order establishing certain buyer protections
and bidding procedures for the proposed sale of certain assets of

CFS will seek to sell all of the fixed assets of CFS to Worldwide
Asset Management LLC for a cash purchase price of $16.5 million.

Purchaser shall also assume liability of CFS for certain employee
vacation pay up to an aggregate limit of $1.8 million and assume any
liability of CFS to its employees under the WARN Act.  The purchaser
will also negotiate a new contract with AT&T.

The Sale Procedures include a topping fee payable to Purchaser in
the amount of $1.5 million.  The Sale Procedures also require that
any initial competing bid exceed by at least $2 million the cash
component of the purchase price proposed to be paid to Purchaser.    
The Sale Agreement establishes a closing date of on or before July
31, 1999.

CROWN PACKAGING: Questions Dual Filing in US and Canada
Securities Data Publishing, Mergers Acquisitions reports on June 7,
1999 that Marc Gineris of BT.Alex Brown's restructuring group said
with respect to Crown Packaging, "We're in the process of
negotiating some type of agreement with bondholders and have been
for seven or eight months now." Crown has until October 2000-when
its operating company's bonds become due-to arrive at a solution.

One option being bandied about for Crown is filing Chapter 11 in the
U.S., while concurrently filing under the Companies Creditors
Arrangement Act in Canada for debtor's protection, Gineris said.

Dual filing is a viable choice for Crown since it has operations in
Seattle. "That really helps make the case that they're in the U.S.,
both in operations and {because} many of their markets are U.S. That
increases the argument and the merit of filing here," he noted.
Crown has not reached a decision on dual filing, but it's likely
that is the path it will take, said Ann Ferreira, VP in Alex.
Brown's San Francisco restructuring office.

Among the largest holders of Crown's debt is White Plains, N.Y.-
based Whippoorwill Associates, Inc., the firm, which owns a
controlling share of the bonds at the holding company level and some
of the operating company debt.

EDISON BROS: Taps Brown & James To Handle Litigation
Edison Brothers requests permission to employ Brown & James
nunc pro tunc to March 9, 1999.  The Debtors tell Judge Walrath that
the attorneys for Brown & James are familiar with the matters being
litigated, including several EEOC claims, sexual harassment claims
and other employment-related matters, and are well qualified to
represent the Debtors as special counsel.

The principal attorneys designed to represent the Debtors and their
current standard hourly rate are:

     Charles E. Reis              $150 per hour
     Jerlad M. Alton              $150 per hour
     Kathie A. Bullerdick         $110 per hour
     Debra D. Nye                 $110 per hour
     Creighton J. Cohn            $110 per hour

In addition, the paraprofessionals at Brown & James currently have
standard hourly rates of $60 per hour.  Brown & James will also seek
reimbursement of actual, necessary expenses and other charges
incurred. (Edison Brothers Bankruptcy News Issue No. 30; Bankruptcy
Creditors' Service Inc.)

ELECTRO-CATHETER: Order Authorizes Retention of Counsel
The US Bankruptcy Court for the District of New Jersey entered an
order approving the retention of law firm Ravin, Greenberg & Marks,
PA for the debtor, Electro-Catheter Corporation.  

ERNST HOME CENTER: Approval of Disclosure Statement
The debtors, Ernst Home Center, Inc. and EDC, Inc. report that the
Disclosure Statement of the debtors was approved on May 14, 1999.  
June 25, 1999 is the deadline for submitting written acceptances or
rejections of the plan.  A hearing to consider confirmation of the
plan will be held on July 9, 1999 at 11:00 AM before the Honorable
Karen A. Overstreet, US Bankruptcy Court, 1200 Sixth Avenue, Room
427, Seattle, Washington.

ERNST HOME CENTER: Disclosure Statement and Plan Summary
Since late November 1996, Ernst Home Center, Inc. and EDC, Inc.,
debtors have been liquidating their assets, and the vast majority of
Ernst's inventory was liquidated through going out of business sales
held between late November 1996 and early February 1997.  By
February 1997, all of Ernst's inventory had been sold and all of
Ernst's stores had been closed.  The inventory liquidation grossed
approximately $84 million.  The debtors estimate that pursuant to
the plan non-priority unsecured creditors will be paid between 3.2%
and 7.2% of their allowed claim amounts.  

A summary of the treatment of creditors as proposed in the plan is
as follows:

Class 1 - Administrative Expenses - Estimated at $1.472 million
Class 2 - The claims of Congress - previously paid in full
Class 3 - The claims of subordinated lenders - previously paid in
Class 4 - Priority claims Estimated at $345,000 -
Class 5 - Class Action Claim - Estimated at $400,000
Class 6 - Secured claims - Estimated At $68,000
Class 7 - Small non-priority unseucred claims - Estimated at $1.7
million - Each allowed claim shall be paid 5% of the allowed claim.
Class 8 - Non-priroirty unsecured Claims - Estimated at $88.3
Class 9 - interests. Cancelled on the Effective Date - no

Classes 2,3,4,5,6,7,8, and 9 are impaired under the plan.

The plan provides for the substantive consolidation of Ernst and
EDC, Inc.

The plan provides for the settlement of a substantial class action
lawsuit pending against Ernst.  The lawsuit asserts claims against
Ernst for "off the clock" work performed by Ernst's employees.  
There is also a related lawsuit against certain former officers and
directors of Ernst.  The claims asserted are for a principal amount
of $10 million.  The settlement will be satisfied by a single lump
sum payment of $400,000.  As of January 230, 1999, Ernst held cash
of approximately $2.5 million.  Ernst anticipates it will gross
somewhere between $2 million and $8 million in additional cash from
completing its liquidation, mostly coming from ongoing preference

FIDELITY BANCORP: Loan Originations Way Up, Improved Results
Fidelity Bancorp Inc. reported earnings for the second fiscal
quarter ended March 31, 1999 of $994,000, compared with $960,000 for
the same quarter a year ago, an increase of 3.6%. Net income for the
three months ended March 31, 1999 was $994,000, an increase of
$34,000 from the net income of $960,000 for the three months ended
March 31, 1998.

Total assets at March 31, 1999 were $555.2 million, compared to
$513.6 million at September 30, 1998.  Loans receivable, net of
allowance for loan losses, grew $33.0 million.  The company reported
record loan originations of $102.7 million which boosted net
receivables.  Fidelity continues to offer various loan products, and
prices them competitively.  The company's total loan originations
for the six months ended March 31, 1999 increased 78.1% or $45.0
million above the 1998 six month originations of $57.6 million.  
Deposits remained stable, at $334.9 million at March 31, 1999, up
slightly from $330.7 million at September 30, 1998.  FHLB advances
increased 39.4% from $121.4 million at September 30, 1998 to $169.2
million at March 31, 1999.  Additional borrowings were necessary as
the result of significant new loan growth.

The most recent notification, July, 1998, from the federal banking
agencies categorized the company and the bank as well capitalized
under the regulatory framework for prompt corrective action.  
Quantitative measures established by regulation to ensure capital
adequacy require the bank to maintain minimum amounts and ratios of
tangible equity to tangible assets of 2%, Tier 1 capital (leverage
capital) to adjusted total assets of 5%, Tier 1 risk-based capital
to risk-weighted assets of 6%, and of total risk-based capital to
risk-weighted assets of 10%.  Fidelity indicates that there are no
conditions or events since that notification that have changed
the company's or the bank's categories.

FITZGERALDS GAMING: Final Acts Remain In Sale of Nevada Clubs
During the first quarter of 1999, Fitzgeralds experienced a 9.6% net
revenue growth in comparison with the same period in 1998, in spite
of the termination of the Cliff Castle management agreement in June
of 1998 and the completion of the settlement agreement with the
Turning Stone Casino in September of 1998.  Actual revenue was
$51,974,427 in the 1999 period as opposed to $47,418,356 in the 1998
period.  Notwithstanding a nearly 10 per cent revenue growth in the
1999 period the corporation suffered a net loss, first quarter, of
$2,810,619 as opposed to a similar loss of $2,580,158 in
the first quarter of 1998.

In order to preserve market share in each of its four existing
markets, Fitzgeralds continues to increase its promotional and
complimentary expenses to meet the challenges of the highly
competitive markets, resulting in reduced operating margins,
according to the company.

A note payable by Fitzgeralds Reno, Inc. to a trust which is secured
by Nevada Club assets will be retired upon the sale of Nevada Club
which is anticipated to close in the second quarter of 1999.  As of
April 4, 1999, such note payable had a principal balance of
approximately $0.7 million. Since both the Nevada Club and Harolds
Club are in process of sales transactions the net cash flow received
by the company upon the closing of the Nevada Club and Harolds Club
transaction will be approximately $2.0 million.  There can be no
assurance, however, that Nevada Club will be sold and the Harolds
Club settlement will be consummated.

On May 31, 1995, FRI sold the closed Harolds Club in Reno to an
unrelated publicly-traded company which subsequently conveyed
Harolds Club to a company whose assets are now under control of the
United States Bankruptcy Court for the Northern District of New
York. Under the terms of certain indemnification agreements executed
by FRI in connection with the sale of Harolds Club, as of April 4,
1999, FRI is contingently obligated for certain land lease payments
to two lessors in the amount of approximately $0.25 million annually
plus certain property-related costs, such as taxes and insurance, if
said lease payments and costs are not paid by the current
owner of Harolds Club.

As of April 4, 1999, the current owner of Harolds Club was
approximately $1.5 million in arrears in land lease payments and
approximately $0.27 million in arrears in property taxes and

On June 3, 1998, the current owner of Harolds Club entered into an
asset purchase agreement to convey its fee simple interest in
Harolds Club and improvements thereon to an undisclosed purchaser.  
The same undisclosed purchaser had also entered into an agreement
with FRI and NCI to purchase the Nevada Club. In August 1998, FRI
and four land lessors also executed an asset purchase agreement to
convey their fee simple interests in Harolds Club and the
improvements thereon to the undisclosed purchaser. On or about
April 6, 1999, the undisclosed purchaser executed the land lessors
asset purchase agreement which was modified to, among other things,
extend the closing date to May 24, 1999.  As of April 20, 1999, FRI
and three of the land lessors had executed the land lessors asset
purchase agreement. The parties anticipate that the fourth land
lessor will have executed the modified land lessors asset purchase
agreement on or before May 21, 1999. If the undisclosed purchaser
exercises its right to extend the closing date by 30 days, it is
anticipated that the sale of Harolds Club and the Nevada
Club will close on or before June 25, 1999; however, no assurance
can be given that the fourth land lessor will execute the modified
land lessors asset purchase agreement or that the transaction will
be completed.

FRI, four of the land lessors and the current and prior Harolds Club
land lessees have executed settlement agreements, pursuant to which
FRI has agreed to pay four of the land lessors approximately $1.7
million cash, less the cumulative amount of interim monthly rental
payments ($0.028 million per month through December 31, 1998 and
$0.011 million per month commencing January 1, 1999), concurrently
with the closing of the sale of Harolds Club in exchange for
dismissal with prejudice of all claims and cross-claims against FRI
arising out of FRI's purchase and subsequent sale of Harolds Club.
The settlement agreements expired by their own terms on October 31,
1998 as closing of the Harolds Club sale did not occur by such date.
The parties to the settlement agreements, through their counsel,
have agreed to extend the expiration date of the settlement
agreements to June 25, 1999.

Because the assets of the current owner of Harolds Club are under
the control of the United States Bankruptcy Court for the Northern
District of New York, the Court must approve the asset purchase
agreement. An order approving the sale was issued on October 8,
1998. A motion to modify the order to, among other things, extend
the closing date, has been filed and a hearing on the motion was set
for May 27, 1999. The closing of the sale of Harolds Club is subject
to the closing of the sale of Nevada Club and the undisclosed
purchaser's acquisition of other parcels of land adjacent to
Harolds Club.  Although it is currently anticipated that the Harolds
Club and related transactions will close in the second quarter of
1999, no assurance can be given that the transactions will be
completed. Moreover, in the event that such transactions are
consummated, it is likely that the unaffiliated purchaser may
utilize the land for gaming facilities that will compete with
Fitzgeralds Reno.

GARDEN BOTANIKA: Continues Liquidations and Closings
Garden Botanika Inc., Redmond, Wash., reported on Friday that
comparable store sales for May decreased 8 percent from a year
earlier for the 149 stores open at least one complete fiscal
year, and total sales dropped to $4.5 million from $6.9 million,
according to a newswire report. The drop in sales is primarily due
to the decrease in the number of stores from 280 to 150. In
May, Garden Botanika continued to liquidate and close 90 stores,
with the bankruptcy court's authorization, and it received $2.6
million under the terms of a contract with a third-party
liquidator. The 90 stores that closed were excluded from the
comparable store base and their sales were not included in the total
sales figures. On May 27, the court gave the company final
approval to borrow on its $7 million credit line with BankBoston
Retail Finance, in accordance with its terms. (ABI 07-June-99)

GARDEN BOTANIKA: Company Says it Will Emerge By or Before 2001
Garden Botanika is a botanically-based cosmetics company that
currently operates 150 primarily mall-based retail stores in 31
states throughout the United States. On April 20, 1999, Garden
Botanika filed a voluntary petition for relief under Chapter 11,
Title 11 of the United States Code with the United States Bankruptcy
Court for the Western District of Washington at Seattle, Washington.
As a result of the Chapter 11 case, the company is prohibited from
paying, and creditors are prohibited from attempting to collect,
claims or debts arising prior to the petition date.  The company, as
debtor and debtor-in-possession, has continued to manage and operate
its business, subject to the supervision and orders of the
Bankruptcy Court.

The company expects to reorganize under Chapter 11 and propose a
reorganization plan that provides for emergence from bankruptcy by
or before 2001. Under the Bankruptcy Code, Garden Botanika has the
exclusive right to file a reorganization plan through August 18,
1999, and the Bankruptcy Court may grant a request to extend the
exclusive period. As always, in cases such as this, there is
uncertainty as to whether the company will propose a plan in a
timely fashion or that, if requested, the Bankruptcy Court will
grant an extension.  After expiration of the exclusivity period with
any extensions, creditors of the company and other parties-in-
interest have the right to propose their own reorganization
plans. Although management says it expects to file a reorganization
plan that provides the means for satisfying claims and interests in
the company, there can be no assurance that a plan will be proposed
or that, if proposed, it will be confirmed by the Bankruptcy Court
or that, if confirmed, it will be consummated. At this time, it is
not possible to predict the outcome of the Chapter 11 case or its
effects on the company's business. The company states that a report
by its independent accountants has indicated doubt about Garden
Botanika's ability to continue as a going concern.

In addition to operating its 150-store base, under authority of the
Bankruptcy Court, the company closed five stores and engaged the
services of a liquidator that has been or is currently in the
process of liquidating inventory at 90 other company-leased store
locations having leases that the company intends to reject as part
of its reorganization efforts. As a debtor-in-possession, Garden
Botanika has the right, subject to Bankruptcy Court approval and
certain other limitations, to assume or reject real estate leases,
employment contracts, personal property leases, service contracts
and other executory pre-petition contracts.

Garden Botanika offers a broad line of proprietary branded products
including color cosmetics, skin care, body care and fragrances.
Management believes that Garden Botanika's product line is unique in
its use of natural plant oils, botanical extracts and herbal
infusions to create highly functional and emotionally appealing
products that have developed strong customer loyalty, particularly
on the East and West Coasts. Since its founding in 1990 and its
initial successes in opening stores in the Pacific Northwest and
California, the company developed a recognized brand
identity that led to its rapid national expansion. The company
believes that its brand identity is based upon high-quality products
with botanically based formulations subject to strict
ingredient guidelines; its value-oriented pricing; and a high-
quality store experience, which the company provides through its
store design, customer service and the visual presentation of its
products and signage.  

HIGHWAYMASTER: Settlement Agreements Enhance Revenue Figures
Highwaymaster Communications Inc. develops and implements mobile
communications solutions, including integrated voice, data and
position location services, to meet the needs of its customers. The
initial application for the company's wireless enhanced services has
been developed for, and is marketed and sold to, companies which
operate in the long-haul trucking market. The company provides long-
haul trucking companies with a comprehensive package of mobile
communications and management control services at a fixed rate per
minute, thereby enabling its trucking customers to effectively
monitor the operations and improve the performance of their fleets.
During the third quarter of 1998, the company began delivery of
mobile communication units for use in a service vehicle
application. The company is currently developing additional
applications for its network to expand the range of its commercial
dispatch and tracking services to broader lines of business.

During the three months ended March 31, 1999 the company recorded      
the benefit of credits due from cellular carriers related to 1997
and 1998 based on a settlement agreement reached with GTE Wireless,
Inc. and GTE Telecommunications Incorporated on May 3, 1999.  These
credits had not been previously recognized on the company's
financial records because of significant uncertainty as to their
ultimate collectibility. The effect of these credits was to increase
income by $3,724,000.  Also, during the three months ended March 31,
1999, the company recorded the benefit from the settlement of the
litigation with AT&T Corp.  Taking these items into consideration
revenue for the first quarter 1999 was reported by the
company to be $17,081 with a net income of $390.  In 1998, first
quarter, revenue was $15,723 but the company suffered a loss of

Highwaymaster says, however, that the company's capital resources
may be insufficient to fund its operating needs, capital
expenditures and debt service requirements in the long-term. The
company believes that, in order to address its long-term capital
requirements, it will need to take steps to increase the installed
base of mobile units in service and improve the
efficiency of its operations, so as to reduce or eliminate its
operating losses, or obtain additional sources of
debt or equity financing. The company's ability to obtain additional
debt financing is materially restricted under the terms of the
indenture governing the Senior notes. There can be no assurance that
Highwaymaster would be able to obtain additional debt and equity
financing on satisfactory terms, if at all.

HOMEPLACE: Court Confirms Plan
HomePlace Stores Inc., Cleveland, announced that the bankruptcy
court has confirmed its First Amended Joint Plan of Reorganization,
enabling the company to emerge from bankruptcy on or about June 14,
according to a newswire report. As previously announced, the company
will merge with The Waccamaw Corp., but the HomePlace name will be
used. HomePlace is a national home fashion chain of 75 stores. The
new entity will have 118 stores in 27 states. HomePlace's unsecured
creditors will receive, in the aggregate, $25 million in cash and
42.8 percent of the new common stock of the reorganized company.
Preferred shareholders will receive 1 percent of the new common
stock of the reorganized company and warrants to acquire additional
shares of the new stock. Waccamaw's shareholders will own the
remaining 56.2 percent of the new common stock. HomePlace and its
affiliates filed chapter 11 in January 1998.

IONICA PLC: Seeks Approval of Cross Border Protocol
The debtor, Ionica Plc is a provider of fixed telephony services for
residential and small business customers, using a fixed radio access

In order to harmonize the administration proceedings in the UK, and
the chapter 11 proceedings in the US and to avoid litigation over
conflicts between the laws of the two countries, the debtor proposes
a certain Protocol.  The Protocol specifically addresses which of
the Joint Administrators will conduct the sale of the debtor's
assets, and which country's laws shall apply to such sales; the
necessary approvals for the receipt of payment by the Joint
Administrators and/or Cadwalader, Wickersham & Taft, or the
advancement of funds to the debtor by third parties for such payment
and the form of the operating reports required to be submitted in
the UK to the UK Creditors' Committee and in the US to the United
States Trustee for the Southern District of New York.

The Protocol provides that PricewaterhouseCoopers, as the
Administrator, will be responsible for the orderly sale of the
debtor's assets wherever they may be located.

LAURA ASHLEY: Shareholders Back Plan
The British retailer, which made its name selling English country
fashions and furnishings, recently won a crucial reprieve when
bankers agreed to let it continue borrowing so long as it sold off
its unprofitable chain of U.S. stores.

But while shareholders approved the sale Thursday, enabling Laura
Ashley to write off $34.4 million in debt, the retail chain must
still try to recover from years of losses and chaotic management,
including seven chief executives in 10 years. Its survival will
depend on the company's finding a fashion direction that grabs
shoppers the way Laura Ashley clothes did more than a decade ago.

After rallying in 1996, Laura Ashley's stock price began a long
slide from a peak of 210 pence, or $1.30, to its current level of
13.5 pence, or 21.8 cents. Lately, the chain has fought to stay in
business by cutting costs and trying to broaden its appeal.

Laura Ashley reported an annual pretax loss of 16.7 million pounds,
or $26.7 million, for the year ending January 1999, compared to a
25.5 million pound, or $40.8 million, loss the year before. Almost
all of the latest loss is attributable to its U.S. operations.

Laura Ashley began selling in the United States during a wave of
aggressive expansion in the 1980s and early 1990s. But its business
here has suffered for years, and the company is now selling 106
North American stores to a group supported by Malayan United
Industries, the Malaysian firm that last year injected 44 million
pounds or $70 million into Laura Ashley in exchange for a  
40 percent stake. Company secretary Stephen Cox has said that
despite a lengthy search for a buyer, the management buyout team was
the only one that made a formal offer.

The sale, announced April 28, leaves Laura Ashley with some 300
stores in Britain and continental Europe and an additional 200
franchised and licensed stores in other countries. Its cash flow
should benefit further from shareholders' approval on Thursday
of a 25.9 million pound, or $41.4 million, rights issue, which lets
them buy new stock at a discounted price. Money from the rights
issue will allow the company to pay back its banks, cover the costs
of selling its North American business and finance its remaining
operations, according to Kwan Cheong Ng, who earlier this year
became Laura Ashley's latest chief executive.

But even if it succeeds in shoring up its finances, Laura Ashley
still must find a way to make its goods attractive to a new

LOEWEN GROUP: Prepaid Plans are Safe
The Loewen Group Inc., which ran up huge debts in expanding its
funeral business in the United States, yesterday sought Bankruptcy
Court protection from creditors for itself and about 870 of its U.S.
subsidiaries.  The firm stressed that all of its prepaid funeral
obligations would be met and all funds from such programs are
protected under government regulations.

Loewen owns Desert Rose Cremation & Burial in Tucson and last year
signed a 25-year management agreement to run the Catholic cemeteries
here, Holy Hope Cemetery and Our Lady of the Desert. No one at the
Catholic Diocese of Tucson was available for comment late yesterday.
Although based in Vancouver, British Columbia, the company derives
90 percent of its revenue from U.S. operations. The company operates
in the United States under the name Loewen Group International Inc.
Loewen's United Kingdom subsidiaries, which generate less than 1
percent of its revenues, were excluded from the filings.

John S. Lacey, the chairman of Loewen, said the company will honor
all of its outstanding contracts for prepaid funeral services at
1,100 funeral homes and 400 cemeteries in the United States and

"Our clients should . . . be assured that monies held in trust
accounts for pre-need contracts are secure and protected by state
and provincial regulations," Lacey said in a statement. "It is the
company's intent to continue operations without interruption," Lacey

Loewen said its American subsidiaries have a commitment of $200
million from First Union National Bank to cover trade and employee
obligations and other cash needs during the court-supervised attempt
to restructure its debt. It petitioned the U.S. court yesterday to
receive $23 million of those funds immediately. Loewen said its
Canadian operations "have sufficient liquidity to fund daily
operations."  Loewen has long been struggling to make payments on
more than $2 billion of debt that it took on to finance aggressive
acquisition of cemetery space in the United States. Yesterday's
action came as a $17 million interest payment came due. (Tucson

LOEWEN GROUP: Taps Jones Day as Lead Counsel
The Debtors have sought and obtained authority to employ the
international law firm of Jones, Day, Reavis & Pogue as their lead
bankruptcy counsel to prosecute their chapter 11 cases before the
U.S. Bankruptcy Court in Wilmington.  

Specifically, Jones Day will:

(a) advise the Debtors of their rights, powers and duties as debtors
and debtors in possession continuing to operate and manage their
businesses and properties under chapter 11 of the Bankruptcy Code;

(b) prepare on behalf of the Debtors all necessary and appropriate
applications, motions, draft orders, other pleadings, notices,
schedules and other documents, and review all financial and other
reports to be filed in these chapter 11 cases;

(c) advise the Debtors concerning, and prepare responses to,
applications, motions, other pleadings, notices and other papers
that may be filed and served in these chapter 11 cases;

(d) advise the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements, debt and
cash collateral orders and related transactions;

(e) review the nature and validity of any liens asserted against the
Debtors' property and advise the Debtors concerning the
enforceability of such liens;

(f) advise the Debtors regarding their ability to initiate actions
to collect and recover property for the benefit of their estates;

(g) counsel the Debtors in connection with the formulation,
negotiation and promulgation of a plan or plans of reorganization
and related documents;

(h) advise and assist the Debtors in connection with any potential
property dispositions;

(i) advise the Debtors concerning executory contract and unexpired
lease assumptions, assignments and rejections and lease
restructurings and recharacterizations;

(j) assist the Debtors in reviewing, estimating and resolving claims
asserted against the Debtors' estates;

(k) commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtors, protect assets of
the Debtors' chapter 11 estates or otherwise further the goal of
completing the Debtors' successful reorganization;

(l) provide general corporate, litigation and other nonbankruptcy
services for the Debtors to the extent that Jones Day provided such
services prior to the Petition Date or as requested by the Debtors;

(m) perform all other necessary or appropriate legal services in
connection with these chapter 11 cases for or on behalf of the

Jones Day will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates which range
from $380/hour for a partner to $135/hour for an associate.

Jones Day discloses that, prior to the Petition Date, on or about
May 18, 1999, Loewen paid a $1,775,000 Retainer for services
rendered or to be rendered.  On or about May 28, 1999, Jones Day
applied $1,725,000 of the Retainer as payment for fees and expenses
incurred or expected to be incurred for the period through and
including May 31, 1999.  Accordingly, as of the Petition Date,
approximately $50,000 of the Retainer remained unapplied.

Further, Jones Day discloses that it received $12,125,611 from the
Debtors and CNA Insurance during the year immediately preceding the
Petition Date on account of fees and expenses incurred by Jones Day
on matters relating to the Debtors.  (Loewen Bankruptcy News, Issue
No. 2, Bankruptcy Creditors' Service, Inc., 609/392-0900)

The US Bankruptcy Court for the District of Delaware entered an
order authorizing extension of secured postpetition financing on a
super priority basis, use of cash collateral and grant of adequate
protection and scheduling a final hearing.  The debtors, Long John
Silver's Restaurants, Inc. et al. were granted authority to continue
to obtain secured postpetition financing and for the Guarantors to
continue to guarantee the payment of such obligations, up to an
aggregate principal amount not to exceed $40 million from The Chase
Manhattan Bank, as agent for lenders.

MCA FINANCIAL: Assets Auctioned
Chase Bank of Texas, which represents a group of six banks, was the
highest bidder at an auction held last week to sell 290 mortgages,
notes and certain underlying property rights that were previously
under the control of MCA Financial Corp., according to a newswire
report. B.N. Bahadur, conservator of MCA Financial Corp. and CEO of
BBK Ltd., a turnaround company, said the MCA estate will be relieved
of $13.8 million of debt, as a result of the auction. (ABI 07-June-

MEDPARTNERS: Deadline Extended for Agreement
MedPartners Inc., Birmingham, Ala., said that a California state
court has extended the deadline from June 3 to June 9 for it and the
California Department of Corporations to reach a definitive
settlement on the disposition of MedPartners' physician management
operations in the state, which is operating under chapter 11
protection, The Wall Street Journal reported. On May 11
an interim agreement was announced, and the court must approve a
definitive settlement. MedPartners has maintained that the
California regulators' actions were unnecessary and improper when
they seized the subsidiary in March. (ABI 07-June-99)

ONEITA INDUSTRIES: Seeks Extension Of Time To Assume/Reject Leases
The debtor, Oneita Industries, Inc. seeks court approval to extend
the debtor's time to assume or reject lease of nonresidential real
property at its Lawrenceville, Georgia Distribution Center through
and including August 15, 1999.

The Distribution Center is leased through November 30, 1999 at an
annual rent of $966,000.

The debtor requires the use of the Distribution Center for at least
the next 90 days so that Consolidated Auctioneers & Liquidators,
Inc. may sell from the Distribution Center the activewear inventory
it purchased pursuant to the consolidated bulk sale in May, 1999.

PARAGON TRADE: Seeks Eighth Extension of Exclusivity
The debtor, Paragon Trade Brands, Inc. seeks a thirty-day extension
of its exclusive periods to file a plan of reorganization and
solicit acceptances thereto.  The debtor seeks an extension to July
19, 1999 for filing its plan, and a further extension to and
including September 19, 1999 to solicit acceptances to the plan.

The debtor says that there is good cause to extend its exclusive
periods.  The requested extensions will allow the parties to focus
their efforts on obtaining approval of the two settlements with P&G
and K-C and to achieve as much consensus as is practicable on the
terms of a plan of reorganization that incorporates the terms of
those settlements without the treat and distraction of competing
plans.  The requested extensions will also allow Paragon to
spearhead plan discussion and foster a consensual plan process
through which the parties hopefully can agree on a fair and
equitable allocation of the substantial value that is available in
this case.

PHILIP SERVICES: To File Prepack in US and Canada
Securities Data Publishing, Mergers Acquisitions reports on June 7,
1999 that Philip Services Corp., based in Hamilton, Ontario, will
file its prepack in both Canada and the U.S. this month, according
to a Philip spokeswoman. Philip, with more than U.S.$1 billion in
long- term debt, is a waste management company. The debt will be
restructured into $250 million in senior secured notes and $100
million in payment-in-kind notes, with the balance converted to  

PHP HEALTHCARE: Seeks Order Establishing Bidding Procedures
PHP owns 100% of the stock of Health Cost Consultants, Inc. ("HCC").
HCC, through various licenses and contracts, provides health care
information and consultation to customers.  PHP has been unable to
obtain an adequate price for the sale of the stock of HCC; however,
PHP has entered into negotiations with a party who has offered to
pay $2.7 million for the purchase of the assets of the HCC, provided
that such assets can be sold promptly with the approval of the
Bankruptcy Court in this PHP bankruptcy proceeding.  The debtor
believes that such a transaction would materially benefit the debtor
and the debtor's estate.

The debtor, PHP Healthcare Corporation seeks a court order
establishing bidding procedures relating to the sale of the assets
of HCC, and approving the form and manner of notice thereof.  The
debtor also seeks authorization to enter into a binding agreement to
pay a $100,000 Break-Up Fee with a party who enters into a contract
to purchase the HCC Assets.

The debtor seeks approval of a minimum initial cash bid for the HCC
assets providing consideration of at least $2.5 million in cash
which will be $150,000 over the offer of the "stalking horse"
bidder.  PHP believes that the Bidding Procedures and the Break-Up
Fee are the best way to maximize the value of the Contracts.

The Pittsburgh Post-Gazette reports on June 5, 1999 that U.S.
Bankruptcy Court Judge Bernard Markovitz said an amicable
compromise  would be much better for everyone involved than the
franchise going belly up.

"I'll miss the team, but I'll go on. You folks will have missed an  
opportunity to save an asset of the community," said Markovitz,
standing behind the bench in his black robe. "It will be our
failing."  The judge's off-the-cuff remarks came at the conclusion
of a day-long hearing yesterday during which he voided the Penguins'  
lease with SMG, its landlord.

He was leaving the room when he addressed Eric Schaffer, an attorney  
representing Fox Sports Net, but it was clear that he was also
directing his remarks to the lawyers representing the Penguins, the
National Hockey League, Mario Lemieux, Harold Baldwin, major
creditors, bondholders, etc. Markovitz's remarks were his most
expansive since the Penguins came into his court in October seeking
protection under federal bankruptcy laws. In a firm, even-handed
tone, he gave some encouragement to hockey fans clinging to the
dying embers of hope that the Penguins would survive. The Penguins
need to play in the Civic Arena and SMG needs the Penguins to  
play there, so both parties have powerful economic incentives to
make up, he said.

To the Fox Sports Net lawyer, the judge said: "You need a hockey
game on TV. You surely don't want to fill it up with mud wrestling."
And to the NHL the judge said it would be a travesty to either move
the team or sell off its assets. "The last thing the NHL wants is to
have this franchise terminated, and we sell off this hockey team's
pots and pans. That is not going to be worth enough to pay everybody
in full," Markovitz said. As it now stands, the parties have until
June 24 - the Stanley Cup will have been hoisted by then - to work
out their differences. And Markovitz said fans would have to endure
the three-week wait. "The fans appear to be loyal to the Penguins.
Despite the fact we've cluttered the media with this legal hocus-
pocus, the fans come out to watch the athletes.

If they haven't been devastated up till now, I imagine the community
can wait to the end of the month to see if these great athletes play
in Pittsburgh or someplace else," Markovitz said. The no-nonsense
judge has a wry humor that spices up proceedings that are as
serious as they are eye-glazingly technical. The judge suggested
that if he forced the lawyers to drink more coffee and locked the
restrooms, "We'll get it done quicker." Markovitz's talk seemed to
have sunk in as the lawyers dispersed. "It was a very clear message
for us to get to work," said Gregory Cribbs, chief legal counsel for
the Penguins.

PROCTER & GAMBLE: Cutting Thousands of Jobs, Closing Offices
Procter & Gamble Co. is expected to announce next week that it is
cutting thousands of jobs, closing plants and offices worldwide and
taking a charge of as much as $1.5 billion, in its second major
reorganization this decade.(Arizona Republic; 06/04/99)

READING CHINA: Seeks To Pay Severance and Stay Bonuses
The debtors, Reading China and Glass, Inc. RCGTH, Inc., Calvert
Importers and Distributors, Inc. and RCGTM, Inc. seek approval to
pay severance and stay bonuses to certain continuing employees.

The debtors are in the process of conducting an orderly liquidation
of their assets.  The debtors' proposed Retention Program is
critical to maximizing value from the debtors' estates.  Debtors
estimate that the total cost of the Retention program will be
approximately $140,000.  Absent implementation of the program, the
employees have little or no incentive to stay with the debtors, and
the debtors say that they cannot afford to lose their key employees
at this late stage of the Chapter 11 cases.  

RENAISSANCE COSMETICS: Files Chapter 11 Bankruptcy
Fragrancemaker Renaissance Cosmetics and eight affiliates filed for
Chapter 11 bankruptcy  protection from its creditors after reporting
sales losses and mounting debt.  In documents filed late Thursday in
U.S. Bankruptcy Court, the company reported more than $50 million in
assets and more than $100 million in debts. The following
affiliates also filed for bankruptcy: Cosmar Corp.; RCI China Inc.;
Dana Perfumes Corp.; Great American Cosmetics Inc.; Houbigant (1995)
Ltd.; MEM Co. Inc.; Renaissance International Export Inc.; and
Tinkerbell Inc. (Arizona Republic; 06/04/99)

RUSSELL CAVE: Committee Objects To Extension
The official Committee of Unsecured Creditors of Russell Cave
Company, Inc. f/k/a The J. Peterman Company objects to the debtor's
motion for an extension of time to file a plan of liquidation and to
solicit acceptances to the plan and a motion of the debtor for an
order fixing time for filing proofs of claim and interests.

The Committee says that an extension of the debtor's exclusive
periods for filing a plan and soliciting acceptances is neither
warranted nor appropriate.  The Committee says that the debtor is
taking a much longer time than necessary for its wind down
activities, and that there has been an unexpected increase tin the
debtor's monthly wind down expenses.  The Committee also complains
that it has not been apprised of complete financial information of
the company.  The Committee is concerned that over four months into
this case, and no monthly US Trustee's reports have been filed by
the debtor, and financial statements for March and April operations
have not yet been completed.

The Committee states that the debtor has failed to demonstrate
"cause" for its requested extensions of exclusivity.  If the pace of
the wind down activities does not improve and the costs continue to
substantially exceed projections, the Committee asserts that it
should be permitted to file its own plan and move this case to a
prompt conclusion.

SOUTHERN PACIFIC: Renewal of Motion For Examiner
BOMAC Capital Mortgage, Inc. seeks a hearing on the motion for the
appointment of an Examiner in this case.  BOMAC is presently engaged
in litigation with the DIP over the ownership of residual interests
in certain mortgage loans originated by BOMAC. BOMAC is requesting
an order enjoining any bulk sale of the residuals by the DIP until
such time as a proper examination of the DIP's proposed disposition
of the residuals has occurred.  

BOMAC argues that it is time for an objective independent examiner
to investigate the hold strategy so that a fair comparison is made
between the all-out efforts of the DIP and Pentalpha to sell the
residuals and the possibility of employing the hold strategy.    

BOMAC says, "After all, up to a $2 million break-up fee pays for one
heck of a lot of proper servicing, as does another $1.15 million in
cash bonuses to Mr. Padrick, Mr. Hedemark, Mr. Breedlove and Ms.
Oliver, not to mention the $45,000 per month paid to Pentalpha and
the 1.63% to 3% Transaction Fee that Pentalpha will earn at closing.

With respect to the settlement agreement entered between the DIP and
Bear Stearns, BOMAC says that an Examiner should report on the
current status of the indebtedness to Bear Stearns that is secured
by the DIP's residual interests and the residual interests in which
BOMAC claims ownership.  Included in that analysis would be a report
on whether the DIP has collected pre-payment penalties and whether
collected funds have been used to reduce the DIP's obligation to
Bear Stearns.  If the Examiner reports that there is a viable hold
strategy, the next critical question is whether there is enough time
remaining on the 18 month drop-dead agreement that Bear Stearns
entered with the DIP for repayment of the DIP's obligation to Bear
Stearns.  The Examiner should also report on the conditions in the
Bear Stearns agreement requiring the DIP to move the servicing of
the loans from the DIP's Santa Rosa facility and the impact, if any
that condition has had on the DIP's decision to sell the residuals.  

STEEL HEDDLE: Net Sales Down 3.8%, Net Loss Vs. Gain Last Year
Steel Heddle Group Inc. operates within two segments, the Textile
Products group and the Metal Products group.  Textile Products
manufactures textile loom accessories including heddles, dropwires,
harness frames and reeds, all of which are used to hold or guide
individual yarns during the weaving process. Metal Products
processes and sells rolled products. Metal Product's wire rolling
operation provides material used by Textile Products and a variety
of other industries, including electronics, automotive and solar

Net sales decreased $737 for the three months ended April 3, 1999 to
a level of $18,529 as compared to the three months ended April 4,
1998 when net sales were $19,266. The company incurred a net loss of
$2,182 for the three months ended April 3, 1999 compared to net
income of $2,515 for the three months ended April 4, 1998.  

TRANSTEXAS GAS: Seeks Authority To Pay Pre-Petition Royalties
The debtors, TransTexas Gas corporation, et al. seek authority to
pay certain pre-petition royalties arising under certain oil and gas
leases.  If unpaid, it will result in the termination of certain
leases held by TransTexas that are property of the estate.  The
leases are valuable property without which the debtors' ability to
reorganize and provide a distribution to their creditors will be
jeopardized.  The debtors say that the amount of the royalties due
and owing is relatively small in comparison with the significant
value of the leases.

The end of the cure period for payment of the royalties is June 18,
1999.  The royalty payments total $2,145,174.

UNITED COMPANIES: Seeks Extension of Exclusivity
The debtors, United Companies Financial Corporation, et al., seek an
extension of the exclusive periods during which the debtors may file
a plan of reorganization and solicit acceptances thereto.

A hearing will be held on June 16, 1999 at 9:30 AM.

The debtors request entry of an order extending the exclusive
periods for six month, to and including January 5, 2000 and March 6,
2000 respectively.

The debtors say that the request is realistic in view of the size
and complexity of the Chapter 11 cases as well as the nature of the
debtors' business operations and assets and the necessity to afford
the debtors a reasonable opportunity to restructure their business
operations, determine the best strategy to maximize the value of
their assets and propose a plan of reorganization.  

The debtors have spent a long time negotiating and finalizing the
terms of their DIP Credit Facility and DIP Purchase Facility.  They
have spent time evaluating their real property interests and have
reject 125 leases and assumed and assigned approximately 126 leases.

The debtors have attended meetings with the Creditors' Committee and
they are preparing their schedules of assets and liability.  This
extension will, according to the debtors, provide them an adequate
opportunity to develop a long-range business plan.

UNITED COMPANIES: Seeks Time To File Financial Statements
The debtors, United Companies Financial Corporation, et al., is
asking the court to extend the filing deadline to June 16, 1999 for
Statements of Financial Affairs and Schedules of Assets,
Liabilities, Executory Contracts and Unexpired Leases.

At the last minute, the debtors were advised by their auditors of
certain adjustment issues that may, depending on their resolution,
change the year-end numbers, and thus the financial information
contained in the Statement s and Schedules.  Therefore, the debtors
determined not to file the Statements and Schedules on the previous
due date, June 2, 1999 and they now seek this extension with consent
of the Untied states Trustee and the stautory committee of unsecured

UNITED HEALTHCARE: Annual Election of Directors Under Consideration
United Healthcare Corp. experienced the same net loss in the first
three months of 1999 as it did in the same period 1998, namely,
$132,000. January through March 1998 saw revenues of $4,115 million
whereas the same three months in 1999 yielded revenues of $4,809

The company is planning to divest itself of certain business
operations and is listing its managed workers' compensation
business, and medical and behavioral health provider clinics as
targeted. Markets where it plans to curtail or make changes to its
operating presence include its small group health insurance business
and three health plan markets that are in non-strategic locations.

At the company's annual meeting of shareholders held on May 12, 1999
the shareholders voted on three items: the election of four
directors, a shareholder proposal requesting that the Board of
Directors take the necessary steps to declassify the Board of
Directors, and the ratification of the appointment of Arthur
Andersen LLP as independent public accountants.

The four directors elected at the annual meeting were: Thomas H.
Kean, Robert L. Ryan, William G. Spears and Gail R. Wilensky.  A
shareholder proposal requesting that the Board of Directors take the
necessary steps to declassify the Board of Directors so that all
directors are elected annually received approval.  In order to
declassify the Board of Directors, the Board of Directors must first
approve and then submit to the shareholders for their approval an
amendment to the company's Articles of Incorporation. The Board of
Directors will consider the proposal to declassify the Board of
Directors at its upcoming meetings, and if it determines that
declassifying the Board of Directors is in the best interest of the
company and its shareholders, it will submit the matter to a vote of
the shareholders at the next annual meeting of shareholders.

The appointment of Arthur Andersen LLP as independent public
accountants for the year ending December 31, 1999 was ratified.

VENCOR: Further Interim Arrangements With Ventas
Vencor, Inc. (NYSE: VC) announced that it and Ventas, Inc. (NYSE:
VTR) have entered into further interim arrangements pursuant to
which Vencor has agreed to make the May 1999 rental payments on
various specified dates during June. Vencor and Ventas also
have extended their existing standstill and tolling agreements. As
extended, Ventas cannot exercise any remedy under the master leases
through July 6, 1999 (or five days following any failure by Vencor
to make any payment of May rent as rescheduled pursuant to the
agreement) and neither party can bring any action against the other
through July 6, 1999 unless Vencor fails to make such rescheduled
payments.  Vencor will have until July 12, 1999 to cure any default
related to the non-payment of the June rent.  

Edward L. Kuntz, Chairman and Chief Executive Officer of Vencor,
stated: "Negotiations are continuing on an agreement for a permanent
restructuring of Vencor's financial obligations and a sustainable
capital structure.  Any such agreement is likely to result in
existing Vencor stock having little if any value."  Vencor is a
long-term healthcare provider operating nursing centers, hospitals
and contract ancillary services in 46 states.  

WIRELESS ONE: Seeks Order Extending Exclusivity
The debtor, Wireless One, Inc. seeks an order extending the
exclusive period during which the debtor may file and solicit
acceptances of a plan of reorganization.

A hearing on the motion will be held before the Honorable Peter J.
Walsh at the Bankruptcy Court, 824 North Market Street, Wilmington,
Delaware 19801, June 17, 1999 at 4:00 PM.

WORLDWIDE DIRECT: Bar Date Set For July 16
The U.S. Bankruptcy Court for the District of Delaware entered an
order establishing July 16, 1999 at 4:00 PM Eastern Daylight Time as
the last date and time for the filing of proofs of claim and
interest against SmarTalk TeleServices, Inc. and its debtor

ZENITH ELECTRONICS: First Qtr. Losses & April Brought More Problems
Zenith Electronics Corporation's core business is the development,
manufacture and distribution of a broad range of products for the
delivery of video entertainment and is composed of two major product
areas--Consumer Electronics (which includes color picture tube
operations) and Network Systems (which includes the design and
manufacture of digital and analog set-top boxes along with data
modems sold primarily to cable and satellite television operators).

Sustaining a loss of $25.1 million on sales of $150.6 million in the
first quarter of 1999 Zenith Electronics continues the negative
results demonstrated in the first quarter of 1998 with a loss of
$37.8 million on sales of $220.7 million.

As reported in an earlier edition of this Reporter on April 16,
1999, LG Electronics Inc. informed Zenith Electronics that it had
received a demand for repayment under LGE's guarantee of the
company's $30.0 million demand loan note payable to Credit Agricole.
LGE further informed the company that on April 20, 1999, it had made
payment in full against its guarantee under such demand. Such
payment by LGE gives rise to a claim by LGE against the
company under their reimbursement agreement dated as of November 3,

Effective April 19, 1999, the company entered into a second
amendment and waiver to its amended and restated credit agreement
dated as of June 29, 1998, among the company, the lenders, Citibank,
N. A. as issuing bank and Citicorp North America, Inc. as agent. The
terms of such amendment extend the maturity date of the facility to
the earlier of the bankruptcy filing by the company or August 31,
1999. Also, effective as of April 19, 1999, the company and LGE
amended the LGE demand loan facility to provide that no
demand for repayment could be made under the facility, absent a
default, prior to August 31, 1999.

On April 29, 1999, the company was informed by LGE that on April 28,
1999, LGE had acquired 26,095,200 shares of common stock of the
company along with the associated common stock purchase rights from
its affiliate, LG Semicon Co., Ltd. The company was informed that
the aggregate purchase price for such shares was 10 Korean Won
(approximately US$0.01). As a result of this transfer, LGE owns
approximately 54.2 percent of the outstanding common stock of the
company, excluding vested but unexercised options.

In April 1999, the company sold substantially all of the assets
located at its Cd. Juarez, Mexico facility to subsidiaries of
Kimball International, Inc. for approximately $23.8 million less
escrowed amounts.

On March 31, 1999, the company had entered into a commitment letter
with Citicorp North America, Inc. pursuant to which Citicorp North
America, Inc. agreed to provide up to $150.0 million of debtor-in-
possession financing during the pendency of the company's bankruptcy
proceeding and agreed to provide a new three-year $150.0 million
credit facility following completion of the company's bankruptcy
proceeding, subject in each case to borrowing base restrictions. The
new facilities will be secured by certain of the company's assets,
including inventory, receivables, fixed assets and
intellectual property, and will be subject to other terms and
conditions. The commitment is subject to the completion of
definitive documentation and other conditions and provides for
interest on borrowings based on specified margins above LIBOR or the
prime rate.

Meetings, Conferences and Seminars
June 17-19, 1999
      Fundamentals of Bankruptcy Law Conference
         Crowne Plaza Hotel, Seattle, Washington
            Contact: 1-800-CLE-NEWS

July 1-4, 1999
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
July 10-15, 1999
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or

July 15-18, 1999
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 26-28, 1999
      Real Estate Defaults, Workouts and Reorganizations
         San Francisco, California
            Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or

September 16-18, 1999
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

September 27-28, 1999
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or   

October 6-9, 1999
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or

November 29-30, 1999
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   

December 2-4, 1999
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800


The Meetings, Conferences and Seminars column appears in the TCR
each Tuesday.  Submissions via e-mail to
are encouraged.  

Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.


S U B S C R I P T I O N   I N F O R M A T I O N     

Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
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Information contained herein is obtained from sources
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The TCR subscription rate is $575 for six months delivered
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information, contact Christopher Beard at 301/951-6400.  
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